On June 4, 2020, KABN Systems NA Holdings Corp. (“KABN NA”) (formerly Torino Power Solutions Inc.), KABN Systems North America Inc. (“KABN”) and 2733668 Ontario Inc. (“Subco”) completed a business combination resulting in the reverse take-over of KABN NA by KABN, creating a financial technology company that specializes in continuous online identity verification, identity management and monetization and is currently in development to launch a digital banking and financial services platform. Prior to the closing of the business combination, KABN NA consolidated its common shares on the basis of one post-consolidation common share (each, a “New KABN NA Share”) for each ten existing common shares and changed its name from Torino Power Solutions Inc. to KABN Systems NA Holdings Corp.
The business combination was completed by way of a three cornered amalgamation, pursuant to which Subco, a wholly-owned subsidiary of KABN NA, amalgamated with KABN to form a new company which now owns KABN’s assets as a wholly-owned subsidiary of KABN NA. Upon the amalgamation, KABN NA acquired all of the issued and outstanding shares of KABN and issued to KABN shareholders one New KABN NA Share in exchange for each common share of KABN held.
The New KABN NA Shares began trading on the Canadian Securities Exchange on June 10, 2020 under the symbol “KABN”.
Cassels acted for KABN with a deal team that included Alison Manzer (Banking & Specialty Finance) and Greg Hogan and Florence Lau (Securities).